Reader question: What should I check if I signed a tenancy agreement for someone else and am now being held personally liable after their refusal to ratify?
You explicitly signed a tenancy agreement on behalf of another person. That person later refuses to ratify it. The other contracting party now demands performance or money from you personally. “I was only acting as an agent” does not answer the claim; conversely it is also not automatically established that you must pay all alleged consequential costs.
This article concerns general German representative liability when a contract is alleged to have been concluded in another’s name. Special power-of-attorney constellations, apparent authority (Rechtsschein) and the exact classification of your declaration must be examined with the actual documents.
First clarify in what capacity you signed
Secure the complete version of the contract, messages before the conclusion and any power of attorney actually granted. Who is named as a party in the contract, for whom did you declare and what was the other party entitled to understand from the specific communication? A subsequently stated “I only helped” does not replace this examination.
§ 164 BGB links the direct effect for the represented person to acting in their name within existing authority to represent. [BGB164] Therefore distinguish an allegedly missing document from an actually missing authority. The mere allegation does not yet prove that you acted without sufficient authority. Do not alter or backdate any existing power-of-attorney documents afterwards.
Understand the refused ratification
Without authority to represent, the effectiveness of the contract for the represented person generally depends on their ratification under § 177. Paragraph 2 governs a special request by the other contracting party: after its receipt ratification may only be made to that party; the ratification must be declared within two weeks, otherwise it is deemed refused. [BGB177]
This is not a general two‑week period from your signature. An earlier declaration only to the agent can, after such a request, lose its effect. Therefore have the actually sent request, its recipient, the receipt and all responses reviewed together. Sending your own new reminder can have legal consequences and should not be improvised if the procedure is already disputed.
§ 178 also provides the other contracting party with a right of revocation until ratification, limited where they are aware of the lacking authority to represent. [BGB178] This instrument is not equated with a blanket consumer right of withdrawal for every tenancy agreement.
What claim is being made against you personally
Under § 179 paragraph 1 the person acting as the representative, if they do not prove their authority, may be obliged to the other party, at the latter’s choice, to perform or to pay damages after ratification has been refused. [BGB179] The question must therefore be answered separately from the obligation of the represented person.
Demand a comprehensible specification of the requested performance or the damage, without prematurely acknowledging entitlement. What actual expenditure, which period and what connection are being alleged? An arbitrary sum of money is not legitimised merely because the sender cites § 179. Making payments already or signing a comprehensive assumption of liability would be a decision of your own, which this article does not recommend.
Secure the state of knowledge at the time
§ 179 distinguishes: if you were unaware of the defect in the authority to represent, paragraph 2 limits liability to the loss from reliance on the authority to represent, at most up to the interest in the effectiveness of the contract. Paragraph 3 contains an exclusion if the other party knew or must have known of the defect, as well as a special rule for representatives with limited legal capacity. [BGB179]
Therefore preserve specifically the communication before conclusion. An expressly disclosed lack of power of attorney is a different matter from a merely later alleged oral arrangement. Whether your knowledge or the other party’s knowledge is legally established must be assessed on the basis of the entire case. A self‑assigned label such as “in good faith” does not replace evidence.
A case with a disclosed limit
In the fictional case, a message before signing states that there is not yet authority to represent for the intended contract and that the named person must decide themselves. Their ratification is later refused. The other contracting party now demands, as a flat claim, the next twelve months’ rent from the signatory.
For the assessment both the declaration actually made and the known limit of authority and the concrete calculation of the claim are important. The example does not decide the contract content or a particular liability. It shows why § 179 should not be applied on the basis of a single signed sheet without history.
Your next step is a prompt review with the contract, the status of any power of attorney, the ratification history and the quantified claim. Court letters are dealt with within their own deadline. A private note that the matter is being clarified does not replace a required judicial response.